Get documents about "Prospectus WELLS FARGO MN - 3-15-2013
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Final Term Sheet
Filed Pursuant to Rule 433
Registration No. 333-180989
March 15, 2013
Wells Fargo & Company
23,000,000 Depositary Shares, Each Representing a 1/1,000th Interest
in a Share of Non-Cumulative Perpetual Class A Preferred Stock, Series P
Issuer: Wells Fargo & Company
Title of Securities: Depositary Shares, each representing a 1/1,000th interest in a share of Non-Cumulative
Perpetual Class A Preferred Stock, Series P
Size: $575,000,000 (23,000,000 depositary shares)
Over-allotment Option: $85,000,000 (3,400,000 depositary shares)
Maturity: Perpetual
Liquidation Preference Amount: $25,000 per share of Series P Preferred Stock (equivalent to $25 per depositary share)
Dividend Rate (Non-Cumulative): At a rate per annum equal to 5.25% from March 22, 2013
Dividend Payment Date: 15 th day of March, June, September and December of each year, commencing on
June 15, 2013
Dividend Period: The period from, and including, a dividend payment date to, but excluding, the next
dividend payment date, except for the initial dividend period which will be the period
from, and including, March 22, 2013 to, but excluding, June 15, 2013.
Optional Redemption: On any dividend payment date on or after June 15, 2018, the Series P Preferred Stock
may be redeemed at the Issuer’s option, in whole, or in part, at a redemption price equal
to $25,000 per share (equivalent to $25 per depositary share), plus an amount equal to
any declared and unpaid dividends up to the redemption date, without accumulation of
any undeclared dividends. The Series P Preferred Stock also may be redeemed at the
Issuer’s option in whole, but not in part, prior to June 15, 2018 upon the occurrence of a
“regulatory capital treatment event,” as described in the prospectus supplement, at a
redemption price equal to $25,000 per share (equivalent to $25 per depositary share),
plus an amount equal to any declared and unpaid dividends up to the redemption date,
without accumulation of any undeclared dividends. Neither the holders of Series P
Preferred Stock nor holders of depositary shares will have the right to require the
redemption of the Series P Preferred Stock.
Trade Date: March 15, 2013
Settlement Date: March 22, 2013 (T+5)
Price to Public: $25.00 per depositary share
Underwriting Discount: $0.2500 per depositary share sold to institutional investors ($154,350.00 in the
aggregate) and $0.7875 per depositary share sold to retail investors ($17,626,297.50 in
the aggregate or $20,303,797.50 in the aggregate assuming the underwriters exercise
their over-allotment option in full and the depositary shares are sold to retail investors)
Net Proceeds (before expenses) to Issuer: $557,219,352.50 (or $639,541,852.50 assuming the underwriters exercise their
over-allotment option in full and the depositary shares are sold to retail investors)
Sole Book Running Manager: Wells Fargo Securities, LLC
Joint Lead Managers: Citigroup Global Markets Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
UBS Securities LLC
Co-Managers: Ameriprise Financial Services, Inc.
Barclays Capital Inc.
BB&T Capital Markets, a division of BB&T Securities, LLC
BNY Mellon Capital Markets, LLC
Capital One Southcoast, Inc.
CIBC World Markets Corp.
Comerica Securities, Inc.
Credit Suisse Securities (USA) LLC
Desjardins Securities Inc.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
KeyBanc Capital Markets Inc.
National Bank of Canada Financial Inc.
RBC Capital Markets, LLC
Underwriters: CastleOak Securities, L.P.
D.A. Davidson & Co.
Davenport & Company LLC
Janney Montgomery Scott LLC
Lebenthal & Co., LLC
Loop Capital Market LLC
Muriel Siebert & Co., Inc.
Oppenheimer & Co. Inc.
Robert W. Baird & Co. Incorporated
Samuel A. Ramirez & Company, Inc.
Southwest Securities Inc.
TD Securities (USA) LLC
Wedbush Securities Inc.
The Williams Capital Group, L.P.
Listing: We intend to apply to list the depositary shares on the New York Stock Exchange under
the symbol “WFCPrP”. If the application is approved, we expect trading of the
depositary shares on the NYSE to begin within the 30-day period after the initial
delivery of the depositary shares.
CUSIP/ISIN: 949746 655/US9497466550
The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to
send you the prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-326-5897 or e-mailing:
cmclientsupport@wellsfargo.com.
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